What changed in this filing

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Item 1. Financial Statements

2025-12-16 compared with 2025-09-05 · 216 added, 177 removed, 625 unchanged (39% of the section changed)

4 unchanged sentences

2025 February 1,

2025 August 3,

2025 November 2,

(in thousands, except par value)

44 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Thirteen Weeks Ended Twenty-six Weeks Ended

2025 August 3,

2024 August 2,

2025 August 3,

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

(in thousands, except loss per common share)

9 unchanged sentences

Interest income 7 14 34 39

Loss before provision for income taxes ( 3,912 ) ( 31,007 ) ( 36,591 ) ( 66,716 )

Provision for income taxes 1,453 1,107 2,797 3,193

Net loss $ ( 5,365 ) $ ( 32,114 ) $ ( 39,388 ) $ ( 69,909 )

Loss per common share

Income (loss) before provision (benefit) for income taxes ( 4,452 ) 19,180 ( 41,043 ) ( 47,536 )

Provision (benefit) for income taxes ( 132 ) ( 900 ) 2,665 2,293

Net income (loss) $ ( 4,320 ) $ 20,080 $ ( 43,708 ) $ ( 49,829 )

Earnings (loss) per common share

Basic $ ( 0.19 ) $ 1.57 $ ( 1.99 ) $ ( 3.91 )

6 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Thirteen Weeks Ended Twenty-six Weeks Ended

2025 August 3,

2024 August 2,

2025 August 3,

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

(in thousands)

Net loss $ ( 5,365 ) $ ( 32,114 ) $ ( 39,388 ) $ ( 69,909 )

Net income (loss) $ ( 4,320 ) $ 20,080 $ ( 43,708 ) $ ( 49,829 )

Other comprehensive income (loss):

Foreign currency translation adjustment 310 ( 282 ) 2,382 ( 1,021 )

Total comprehensive loss $ ( 6,875 ) $ ( 32,527 ) $ ( 37,316 ) $ ( 70,648 )

Total comprehensive income (loss) $ ( 4,010 ) $ 19,798 $ ( 41,326 ) $ ( 50,850 )

See accompanying notes to these consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Thirteen Weeks Ended August 2, 2025

Accumulated Total

Additional Other Stockholders’

Common Stock Paid-In Deferred Accumulated Comprehensive Treasury Stock Equity

Thirteen Weeks Ended November 1, 2025

Additional Other Total

Common Stock Paid-In Deferred Accumulated Comprehensive Treasury Stock Stockholders’

(in thousands) Shares Amount Capital Compensation Deficit Loss Shares Amount Deficit

Balance, May 3, 2025 22,065 $ 2,207 $ 241,824 $ 90 $ ( 226,707 ) $ ( 15,909 ) ( 3 ) $ ( 90 ) $ 1,415

Vesting of stock awards 162 16 ( 16 ) — — — — — —

Balance, August 2, 2025 22,171 $ 2,217 $ 242,407 $ 90 $ ( 232,072 ) $ ( 17,419 ) ( 3 ) $ ( 90 ) $ ( 4,867 )

Stock-based compensation expense — — 266 — — — — — 266

Purchase and retirement of common stock ( 56 ) ( 6 ) ( 332 ) — — — — — ( 338 )

Other comprehensive loss — — — — — ( 1,510 ) — — ( 1,510 )

Other comprehensive income — — — — — 310 — — 310

Net loss — — — — ( 4,320 ) — — — ( 4,320 )

Balance, August 2, 2025 22,171 $ 2,217 $ 242,407 $ 90 $ ( 232,072 ) $ ( 17,419 ) ( 3 ) $ ( 90 ) $ ( 4,867 )

Twenty-six Weeks Ended August 2, 2025

Balance, November 1, 2025 22,171 $ 2,217 $ 242,673 $ 90 $ ( 236,392 ) $ ( 17,109 ) ( 3 ) $ ( 90 ) $ ( 8,611 )

Thirty-nine Weeks Ended November 1, 2025

Additional Other Total

9 unchanged sentences

Net loss — — — — ( 43,708 ) — — — ( 43,708 )

Balance, August 2, 2025 22,171 $ 2,217 $ 242,407 $ 90 $ ( 232,072 ) $ ( 17,419 ) ( 3 ) $ ( 90 ) $ ( 4,867 )

Balance, November 1, 2025 22,171 $ 2,217 $ 242,673 $ 90 $ ( 236,392 ) $ ( 17,109 ) ( 3 ) $ ( 90 ) $ ( 8,611 )

See accompanying notes to these consolidated financial statements.

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Thirteen Weeks Ended August 3, 2024

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Thirteen Weeks Ended November 2, 2024

Additional Other Total

1 unchanged sentence

(in thousands) Shares Amount Capital Compensation Deficit Loss Shares Amount Deficit

Balance, May 4, 2024 12,739 $ 1,274 $ 153,358 $ 2,957 $ ( 172,660 ) $ ( 16,822 ) ( 60 ) $ ( 2,957 ) $ ( 34,850 )

Balance, August 3, 2024 12,779 $ 1,278 $ 151,859 $ 2,975 $ ( 204,774 ) $ ( 17,235 ) ( 61 ) $ ( 2,975 ) $ ( 68,872 )

Vesting of stock awards — — — — — — — — —

Stock-based compensation benefit — — ( 1,248 ) — — — — — ( 1,248 )

Purchase and retirement of common stock ( 21 ) ( 2 ) ( 245 ) — — — — — ( 247 )

Stock-based compensation expense — — 21 — — — — — 21

Stock issuance costs — — ( 521 ) — — — — — ( 521 )

Other comprehensive loss — — — — — ( 282 ) — — ( 282 )

Deferral of common stock into deferred compensation plan — — — ( 2,865 ) — — 58 2,865 —

Net loss — — — — ( 32,114 ) — — — ( 32,114 )

Balance, August 3, 2024 12,779 $ 1,278 $ 151,859 $ 2,975 $ ( 204,774 ) $ ( 17,235 ) ( 61 ) $ ( 2,975 ) $ ( 68,872 )

Twenty-six Weeks Ended August 3, 2024

Net income — — — — 20,080 — — — 20,080

Balance, November 2, 2024 12,779 $ 1,278 $ 151,359 $ 110 $ ( 184,694 ) $ ( 17,517 ) ( 3 ) $ ( 110 ) $ ( 49,574 )

Thirty-nine Weeks Ended November 2, 2024

Additional Other Total

5 unchanged sentences

Purchase and retirement of common stock ( 71 ) ( 7 ) ( 559 ) — — — — — ( 566 )

Stock issuance costs — — ( 521 ) — — — — — ( 521 )

Other comprehensive loss — — — — — ( 1,021 ) — — ( 1,021 )

Deferral of common stock into deferred compensation plan — — — 66 — — ( 5 ) ( 66 ) —

Distribution of common stock from deferred compensation plan, net of deferrals — — — ( 2,799 ) — — 53 2,799 —

Net loss — — — — ( 49,829 ) — — — ( 49,829 )

Balance, August 3, 2024 12,779 $ 1,278 $ 151,859 $ 2,975 $ ( 204,774 ) $ ( 17,235 ) ( 61 ) $ ( 2,975 ) $ ( 68,872 )

Balance, November 2, 2024 12,779 $ 1,278 $ 151,359 $ 110 $ ( 184,694 ) $ ( 17,517 ) ( 3 ) $ ( 110 ) $ ( 49,574 )

See accompanying notes to these consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Twenty-six Weeks Ended

2025 August 3,

Thirty-nine Weeks Ended

2025 November 2,

(in thousands)

47 unchanged sentences

The Children’s Place, Inc.

and its subsidiaries (collectively, the “Company”) is the largest pure-play children’s specialty retailer in North America with an omni-channel portfolio of brands and an industry-leading digital-first model.

and its subsidiaries (collectively, the “Company”) is one of the only pure-play children’s specialty retailer in North America with an omni-channel portfolio of brands and an industry-leading digital-first model.

The Company designs, contracts to manufacture, and sells fashionable, high-quality apparel, accessories and footwear predominantly at value prices, primarily under the Company’s proprietary brands “The Children’s Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place”.

Its global retail and wholesale network includes two digital storefronts, 494 stores in North America, wholesale marketplaces, 229 international points of distribution in 12 countries through seven international franchise and wholesale partners and social media channels on Instagram, Facebook, X, formerly known as Twitter, YouTube and Pinterest.

The Company’s digital storefronts are at www.childrensplace.com and www.gymboree.com , where its customers are able to shop online for the same merchandise available in its physical stores, but also certain exclusive merchandise only available at its e-commerce sites.

Its global retail and wholesale network includes two digital storefronts, 499 stores in North America, wholesale marketplaces, 227 international points of distribution in 12 countries through nine international franchise and wholesale partners and social media channels on Instagram, Facebook, X, formerly known as Twitter, YouTube and Pinterest.

The Company’s digital storefronts are at www.childrensplace.com and www.gymboree.com , where its customers are able to shop online for the same merchandise available in its physical stores, as well as certain exclusive merchandise offered only on its e-commerce sites.

The Company classifies its business into two segments:

7 unchanged sentences

Terms that are commonly used in the notes to the Company’s consolidated financial statements are defined as follows:

• Second Quarter 2025 — The thirteen weeks ended August 2, 2025

• Second Quarter 2024 — The thirteen weeks ended August 3, 2024

• Year-To-Date 2025 — The twenty-six weeks ended August 2, 2025

• Year-To-Date 2024 — The twenty-six weeks ended August 3, 2024

• Third Quarter 2025 — The thirteen weeks ended November 1, 2025

• Third Quarter 2024 — The thirteen weeks ended November 2, 2024

• Year-To-Date 2025 — The thirty-nine weeks ended November 1, 2025

• Year-To-Date 2024 — The thirty-nine weeks ended November 2, 2024

• Fiscal 2025 — The fifty-two weeks ending January 31, 2026

13 unchanged sentences

Intercompany balances and transactions have been eliminated.

As of August 2, 2025, February 1, 2025 and August 3, 2024, the Company did not have any investments in unconsolidated affiliates.

As of November 1, 2025, February 1, 2025 and November 2, 2024, the Company did not have any investments in unconsolidated affiliates.

FASB ASC 810 — Consolidation is considered when determining whether an entity is subject to consolidation.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal recurring adjustments necessary for a fair statement of the consolidated balance sheets of the Company as of August 2, 2025 and August 3, 2024, the results of its consolidated operations, consolidated comprehensive loss, and consolidated changes in stockholders’ deficit for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024, and consolidated cash flows for the twenty-six weeks ended August 2, 2025 and August 3, 2024.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal recurring adjustments necessary for a fair statement of the consolidated balance sheets of the Company as of November 1, 2025 and November 2, 2024, the results of its consolidated operations, consolidated comprehensive income (loss), and consolidated changes in stockholders’ deficit for the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024, and consolidated cash flows for the thirty-nine weeks ended November 1, 2025 and November 2, 2024.

The consolidated balance sheet as of February 1, 2025 was derived from audited financial statements.

Due to the seasonal nature of the Company’s business, the results of operations for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024 are not necessarily indicative of operating results for a full fiscal year.

Due to the seasonal nature of the Company’s business, the results of operations for the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024 are not necessarily indicative of operating results for a full fiscal year.

These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

28 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In September 2025, the FASB issued Accounting Standards Update No.

2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40),” (“ASU 2025-06”).

The amendments in ASU 2025-06 remove all references to prescriptive and sequential software development stages, and require entities to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, and may be adopted on a prospective, modified, or retrospective transition approach.

Early adoption is permitted.

The Company is currently evaluating the impact of this update on its consolidated financial statements.

The following table presents the Company’s net sales disaggregated by geography:

Thirteen Weeks Ended Twenty-six Weeks Ended

2025 August 3,

2024 August 2,

2025 August 3,

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

(in thousands)

10 unchanged sentences

The Company recognizes revenue, including shipping and handling fees billed to customers, as applicable, upon purchase at the Company’s retail stores or when received by the customer if the product was purchased via e-commerce, net of coupon redemptions and anticipated sales returns.

The Company deferred sales of $ 10.6 million, $ 3.2 million, and $ 12.6 million within Accrued expenses and other current liabilities as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively, based upon estimated time of delivery, at which point control passes to the customer.

The Company deferred sales of $ 11.0 million, $ 3.2 million, and $ 9.3 million within Accrued expenses and other current liabilities as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively, based upon estimated time of delivery, at which point control passes to the customer.

Sales tax collected from customers is excluded from revenue.

For its wholesale business, the Company recognizes revenue, when title of the goods passes to the customer, net of commissions, discounts, operational chargebacks, and cooperative advertising.

The allowance for wholesale revenue included within Accounts receivable was $ 6.9 million, $ 8.7 million, and $ 8.0 million as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively.

The allowance for wholesale revenue included within Accounts receivable was $ 7.4 million, $ 8.7 million, and $ 14.1 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

For the sale of goods to retail customers with a right of return, the Company recognizes revenue for the consideration it expects to be entitled to and calculates an allowance for estimated sales returns based upon the Company’s sales return experience.

Adjustments to the allowance for estimated sales returns in subsequent periods have not been material based on historical data, thereby reducing the uncertainty inherent in such estimates.

The allowance for estimated sales returns, which is recorded in Accrued expenses and other current liabilities, was $ 2.0 million, $ 1.0 million, and $ 2.1 million as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively.

The allowance for estimated sales returns, which is recorded in Accrued expenses and other current liabilities, was $ 1.7 million, $ 1.0 million, and $ 1.9 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s private label credit card is issued to customers for use exclusively at The Children’s Place and Gymboree stores in the U.S.

5 unchanged sentences

The amount allocated to the reward obligation is recognized on a point-in-time basis as redemptions under the loyalty program occur.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In measuring revenue and determining the consideration the Company is entitled to as part of a contract with a customer, the Company takes into account the related elements of variable consideration, such as additional bonuses, including profit-sharing, over the life of the private label credit card program.

7 unchanged sentences

The redemption cycle for coupons is 45 days.

On September 23, 2025, the Company launched a new loyalty program in which customers can now redeem their coupons over a 12 month period.

A contract liability is estimated based on the standalone selling price of benefits earned by customers through the program and the related redemption experience under the program.

The value of each point earned is recorded as deferred revenue and is included within Accrued expenses and other current liabilities.

The total contract liabilities related to this program were $ 6.0 million, $ 3.7 million, and $ 3.6 million as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively.

The total contract liabilities related to this program were $ 8.1 million, $ 3.7 million, and $ 3.8 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

During Year-To-Date 2025 and Year-To-Date 2024, the Company recognized Net sales of $ 3.7 million and $ 1.7 million related to the points-based customer loyalty program balance that existed at February 1, 2025 and February 3, 2024, respectively.

4 unchanged sentences

The liability is estimated based on expected breakage that considers historical patterns of redemption.

The gift card liability balance as of August 2, 2025, February 1, 2025, and August 3, 2024 was $ 4.3 million, $ 4.8 million, and $ 6.4 million, respectively.

During the Second Quarter 2025 and the Second Quarter 2024, the Company recognized Net sales of $ 0.9 million and $ 1.0 million related to the gift card liability balance that existed at February 1, 2025 and February 3, 2024, respectively.

The gift card liability balance as of November 1, 2025, February 1, 2025, and November 2, 2024 was $ 2.7 million, $ 4.8 million, and $ 4.5 million, respectively.

During the Third Quarter 2025 and the Third Quarter 2024, the Company recognized Net sales of $ 1.7 million and $ 1.9 million related to the gift card liability balance that existed at February 1, 2025 and February 3, 2024, respectively.

During Year-To-Date 2025 and Year-To-Date 2024, the Company recognized Net sales of $ 4.1 million and $ 4.7 million related to the gift card liability balance that existed at February 1, 2025 and February 3, 2024, respectively.

13 unchanged sentences

The Company’s intangible assets were as follows:

August 2, 2025

November 1, 2025

Useful Life Gross Amount Accumulated Amortization Net Amount

11 unchanged sentences

Total intangible assets $ 17,000 $ ( 4,000 ) $ 13,000

August 3, 2024

November 2, 2024

Useful Life Gross Amount Accumulated Amortization Net Amount

3 unchanged sentences

Total intangible assets $ 13,000 $ — $ 13,000

The Company did not identify any indicators of impairment in the Second Quarter 2025 and Year-To-Date 2025.

The Company recorded an impairment charge on the Gymboree tradename of $ 28.0 million during the Second Quarter 2024, which reduced the carrying value to its fair value of $ 13.0 million as of August 3, 2024.

The Company did not identify any indicators of impairment in the Third Quarter 2025 and Year-To-Date 2025.

The Company recorded an impairment charge on the Gymboree tradename of $ 28.0 million during the Company’s second fiscal quarter of 2024, which reduced the carrying value to its fair value of $ 13.0 million.

PROPERTY AND EQUIPMENT, NET

1 unchanged sentence

2025 February 1,

2025 August 3,

2025 November 2,

(in thousands)

13 unchanged sentences

The Company reviewed its store related long-lived assets for indicators of impairment, and performed a recoverability test if indicators were identified.

Based on the results of the analyses performed, the Company did not record asset impairment charges in the Second Quarter 2025 and Year-To-Date 2025, and in the Second Quarter 2024 and Year-To-Date 2024.

Based on the results of the analyses performed, the Company did not record asset impairment charges in the Third Quarter 2025 and Year-To-Date 2025, and in the Third Quarter 2024 and Year-To-Date 2024.

The Company has operating leases for retail stores, corporate offices, distribution facilities, and certain equipment.

3 unchanged sentences

The following components of operating lease expense were recognized in the Company’s Consolidated Statements of Operations:

Thirteen Weeks Ended Twenty-six Weeks Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Thirteen Weeks Ended Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

(in thousands)

4 unchanged sentences

The following table provides the weighted-average remaining lease term of the Company’s operating leases, the weighted-average discount rate used to calculate the Company’s operating liabilities, cash paid for amounts included in the measurement of the Company’s operating lease liabilities, and right-of-use (“ROU”) assets obtained in exchange for the Company’s new operating lease liabilities:

Twenty-six Weeks Ended

August 2, 2025 August 3, 2024

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

Weighted-average remaining lease term (years) 4.8 4.4

3 unchanged sentences

The maturities of operating lease liabilities were as follows:

August 2, 2025

November 1, 2025

(in thousands)

18 unchanged sentences

The amount available for loans and letters of credit under the ABL Credit Facility is determined by a borrowing base consisting of certain credit card receivables, certain trade receivables, certain inventory, and the fair market value of certain real estate, subject to certain reserves and an availability block.

For the Second Quarter 2025 and Year-To-Date 2025, the Company recognized $ 5.4 million and $ 10.2 million, respectively, in interest expense related to the ABL Credit Facility.

For the Second Quarter 2024 and Year-To-Date 2024, the Company recognized $ 6.3 million and $ 12.0 million, respectively, in interest expense related to the ABL Credit Facility.

As of April 18, 2024, credit extended under the ABL Credit Facility is secured by a first priority security interest in substantially all of the Company’s U.S.

For the Third Quarter 2025 and Year-To-Date 2025, the Company recognized $ 5.5 million and $ 15.7 million, respectively, in interest expense related to the ABL Credit Facility.

For the Third Quarter 2024 and Year-To-Date 2024, the Company recognized $ 7.1 million and $ 19.1 million, respectively, in interest expense related to the ABL Credit Facility.

As of April 18, 2024, credit extended under the ABL Credit Facility was secured by a first priority security interest in substantially all of the Company’s U.S.

and Canadian assets, including the Company’s intellectual property, certain furniture, fixtures, equipment, and pledges of subsidiary capital stock.

6 unchanged sentences

The ABL Credit Facility contains customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest, breach of covenants, failure to pay certain other indebtedness, and certain events of bankruptcy, insolvency or reorganization, such as a change of control.

As of August 2, 2025, February 1, 2025, and August 3, 2024, unamortized deferred financing costs amounted to $ 2.7 million, $ 3.8 million, and $ 2.4 million, related to the Company’s ABL Credit Facility.

As of November 1, 2025, February 1, 2025, and November 2, 2024, unamortized deferred financing costs amounted to $ 2.2 million, $ 3.8 million, and $ 4.3 million, related to the Company’s ABL Credit Facility.

THE CHILDREN’S PLACE, INC.

3 unchanged sentences

2025 February 1,

2025 August 3,

2025 November 2,

(in millions)

15 unchanged sentences

____________________________________________

(1) Pursuant to the Company’s recent refinancing transactions, as of December 16, 2025, the credit facility availability will be subject to a new excess availability requirement.

(2) The lower of the credit facility availability and the total borrowing base availability.

(2) The sub-limit availability for letters of credit was $ 6.8 million as of August 2, 2025, $ 9.0 million at February 1, 2025, and $ 12.8 million as of August 3, 2024.

Pursuant to the Company’s recent refinancing transactions, as of December 16, 2025, the maximum borrowing availability of the Company is the lower of the credit facility availability, net of the new excess availability requirement, and the total borrowing base availability.

(3) The sublimit availability for letters of credit was $ 6.8 million as of November 1, 2025, $ 9.0 million at February 1, 2025, and $ 12.8 million as of November 2, 2024.

On December 16, 2025, the Company completed the refinancing of its ABL Credit Facility with Wells Fargo by entering into an eighth amendment to its Credit Agreement (the “Eighth Amendment”).

Among other things, the Eighth Amendment (i) reduced the ABL Credit Facility to $ 350.0 million and Wells Fargo became the sole lender party thereto, (ii) increased the sublimit for standby and documentary letters of credit to $ 30.0 million, (iii) lowered the interest rates, (iv) reconfigured the collateral package for the ABL Credit Facility, and (v) implemented a new minimum excess availability covenant that limits the maximum amount of borrowings that the Company may make under the ABL Credit Facility.

At the same time, the Company and certain of its subsidiaries entered into a term loan agreement (the “SLR Loan Agreement”) with SLR Credit Solutions (“SLR”) for $ 100.0 million (the “SLR Term Loan”) and used the net proceeds to partially pay down its borrowings under the ABL Credit Facility.

Refer to “Note 14.

Subsequent Events” for further information.

Mithaq Term Loans

1 unchanged sentence

The Company and certain subsidiaries maintain an interest-free, unsecured and subordinated promissory note with Mithaq for a $ 78.6 million term loan (the “Initial Mithaq Term Loan”), dated February 29, 2024, by and among the Company, certain of its subsidiaries, and Mithaq.

During the first quarter of Fiscal 2025, $ 60.2 million under the Initial Mithaq Term Loan was repaid pursuant to the completion of the Company’s rights offering on February 6, 2025 (“Rights Offering”), leaving $ 18.4 million outstanding under the Initial Mithaq Term Loan as of August 2, 2025.

For more information about the Rights Offering, see “Note 8.

For more information about the Rights Offering, refer to “Note 8.

Stockholders’ Deficit” below.

The Initial Mithaq Term Loan matures on February 15, 2027 and is guaranteed by each of the Company’s subsidiaries that guarantee the Company’s ABL Credit Facility.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company and certain subsidiaries also maintain an unsecured and subordinated promissory note with Mithaq for a $ 90.0 million term loan (the “New Mithaq Term Loan”;

5 unchanged sentences

The New Mithaq Term Loan is guaranteed by each of the Company’s subsidiaries that guarantee the Company’s ABL Credit Facility.

For the Second Quarter 2025 and Year-To-Date 2025, the Company recognized $ 1.9 million and $ 3.7 million, respectively, in interest-equivalent expense related to the New Mithaq Term Loan.

For the Second Quarter 2024 and Year-To-Date 2024, the Company recognized $ 2.1 million and $ 2.5 million, respectively, in interest-equivalent expense related to the New Mithaq Term Loan.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the Second Quarter 2025, the Company paid $ 3.3 million in interest-equivalent charges to Mithaq.

For the Third Quarter 2025 and Year-To-Date 2025, the Company recognized $ 1.9 million and $ 5.6 million, respectively, in interest-equivalent expense related to the New Mithaq Term Loan.

For the Third Quarter 2024 and Year-To-Date 2024, the Company recognized $ 2.1 million and $ 4.6 million, respectively, in interest-equivalent expense related to the New Mithaq Term Loan.

Pursuant to the Company’s recent refinancing transactions, the Mithaq Term Loans were amended to extend both of their maturity dates to April 16, 2031.

The New Mithaq Term Loan was also amended to allow the Company to defer its monthly payments upon written notice to Mithaq, and as an amendment consent fee, its principal amount was increased by $ 2.7 million to $ 92.7 million.

During the Third Quarter 2025 and Year-To-Date 2025, the Company paid $ 3.3 million and $ 6.6 million, respectively, in interest-equivalent charges to Mithaq.

These payments were made in the form of Murabaha transactions to be compliant with Shariah law.

The purchase and sale of commodities as a result of these transactions have been accounted for in accordance with FASB ASC 610 — Other income , and presented on a net basis within Related party interest expense.

As of August 2, 2025, February 1, 2025, and August 3, 2024, interest-equivalent expense payable to Mithaq was $ 7.0 million, $ 6.5 million, and $ 2.5 million, respectively, which is recorded within Accrued expenses and other current liabilities.

The Mithaq Term Loans are subject to an amended and restated subordination agreement (as amended from time to time, the “Subordination Agreement”), dated as of April 16, 2024, by and among the Company and certain subsidiaries, Wells Fargo and Mithaq, pursuant to which the Mithaq Term Loans are subordinated in payment priority to the obligations of the Company and its subsidiaries under the Credit Agreement.

As of November 1, 2025, February 1, 2025, and November 2, 2024, interest-equivalent expense payable to Mithaq was $ 5.5 million, $ 6.5 million, and $ 4.6 million, respectively, which is recorded within Accrued expenses and other current liabilities.

The Mithaq Term Loans are subject to an amended and restated subordination agreement (as amended from time to time, the “Mithaq Subordination Agreement”), dated as of April 16, 2024, by and among the Company and certain subsidiaries, Wells Fargo and Mithaq, pursuant to which the Mithaq Term Loans are subordinated in payment priority to the obligations of the Company and its subsidiaries under the Credit Agreement.

Pursuant to the Company’s recent refinancing transactions, the Mithaq Term Loans are also subordinated in payment priority to the obligations of the Company and its subsidiaries under the SLR Term Loan.

Subject to such subordination terms, the Mithaq Term Loans are prepayable at any time and from time to time without penalty and do not require any mandatory prepayments.

2 unchanged sentences

The Mithaq Term Loans contain certain customary events of default, which include (subject in certain cases to customary grace periods), nonpayment of principal, breach of other covenants of the Mithaq Term Loans, inaccuracy in representations or warranties, acceleration of certain other indebtedness (including under the Credit Agreement), certain events of bankruptcy, insolvency or reorganization, such as a change of control, and invalidity of any part of the Mithaq Term Loans.

As of August 2, 2025, February 1, 2025, and August 3, 2024, unamortized deferred financing costs amounted to $ 1.2 million, $ 2.6 million, and $ 3.2 million, respectively, related to the Mithaq Term Loans.

Maturities of the Company’s principal debt payments on the Mithaq Term Loans as of August 2, 2025 are as follows:

August 2, 2025

As of November 1, 2025, February 1, 2025, and November 2, 2024, unamortized deferred financing costs amounted to $ 1.0 million, $ 2.6 million, and $ 2.9 million, respectively, related to the Mithaq Term Loans.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maturities of the Company’s principal debt payments on the Mithaq Term Loans as of November 1, 2025 are as follows:

November 1, 2025

(in thousands)

Remainder of 2025 $ —

Thereafter (1)

Total related party debt

____________________________________________

(1) Pursuant to the Company’s recent refinancing transactions, the Mithaq Term Loans were amended to extend both of their maturity dates to April 16, 2031.

Mithaq Commitment Letter

7 unchanged sentences

Such debt shall be unsecured and shall be guaranteed by each of the Company’s subsidiaries that guarantee the Company’s ABL Credit Facility.

Similar to the Mithaq Term Loans, such debt shall also be subject to the Subordination Agreement, contain customary affirmative and negative covenants substantially similar to a subset of the covenants set forth in the Credit Agreement, and contain certain customary events of default.

Similar to the Mithaq Term Loans, such debt shall also be subject to the Mithaq Subordination Agreement, contain customary affirmative and negative covenants substantially similar to a subset of the covenants set forth in the Credit Agreement, and contain certain customary events of default.

Additionally, such debt shall require no mandatory prepayments and shall mature no earlier than July 1, 2027.

As of August 2, 2025, no debt had been incurred under the Mithaq Credit Facility.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of November 1, 2025, no debt had been incurred under the Mithaq Credit Facility.

Pursuant to the Company’s recent refinancing transactions, the Mithaq Credit Facility was further amended to extend the deadline for requesting advances until December 16, 2030, and the rate for any monthly payments for borrowings equivalent to interest charged was increased to the SOFR plus 9.000 % per annum.

COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

The Company’s motion to dismiss was denied in November 2024.

The Company subsequently filed a Motion for Reconsideration in December 2024, which was denied by the court in October 2025.

Class certification discovery is ongoing, with class certification proceedings expected to take place in fiscal 2026.

Any liability arising out of these proceedings is not expected to have a material adverse effect on the Company's financial position, results of operations, or cash flows.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company is also involved in various legal proceedings arising in the normal course of business.

11 unchanged sentences

Substantially all of the gross cash proceeds from the Rights Offering were used towards prepaying the Company’s ABL Credit Facility.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Share Repurchase Program

3 unchanged sentences

The Company may suspend or discontinue the program at any time and may thereafter reinstitute purchases, all without prior announcement.

Currently, pursuant to the terms of the Company’s Credit Agreement as amended by its Seventh Amendment described above, the repurchase of any shares would require fulfilling the heightened payment conditions under the Credit Agreement, except that repurchases of shares as described below, pursuant to the Company’s practice as a result of its insider trading policy, are expressly permitted.

As of August 2, 2025, there was $ 156.1 million remaining availability under the Share Repurchase Program.

Currently, pursuant to the terms of the Company’s Credit Agreement, the repurchase of any shares would require fulfilling the heightened payment conditions under the Credit Agreement, except that repurchases of shares as described below, pursuant to the Company’s practice as a result of its insider trading policy, are expressly permitted.

As of November 1, 2025, there was $ 156.1 million remaining availability under the Share Repurchase Program.

Pursuant to the Company’s practice, including due to restrictions imposed by the Company’s insider trading policy during black-out periods, the Company withholds and repurchases shares of vesting stock awards and makes payments to taxing authorities as required by law to satisfy the withholding tax requirements of all equity award recipients.

2 unchanged sentences

The following table summarizes the Company’s share repurchases:

Twenty-six Weeks Ended

August 2, 2025 August 3, 2024

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

Shares Amount Shares Amount

4 unchanged sentences

Shares acquired and held in treasury — $ — 5 $ 66

In accordance with the FASB ASC 505— Equity , the par value of the shares retired is charged against Common stock and the remaining purchase price is allocated between Additional paid-in capital and Accumulated deficit.

The portion charged against Additional paid-in capital is determined using a pro-rata allocation based on total shares outstanding.

Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Company’s Board of Directors based on a number of factors, including business and market conditions, the Company’s financial performance, and other investment priorities.

Currently, pursuant to the terms of the Company’s Credit Agreement as amended by its Seventh Amendment as described above, the Company has no current plans to pay regular cash dividends in Fiscal 2025.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In accordance with the FASB ASC 505 — Equity , the par value of the shares retired is charged against Common stock and the remaining purchase price is allocated between Additional paid-in capital and Accumulated deficit.

The portion charged against Additional paid-in capital is determined using a pro-rata allocation based on total shares outstanding.

Currently, pursuant to the terms of the Company’s Credit Agreement, the Company has no current plans to pay regular cash dividends in Fiscal 2025.

STOCK-BASED COMPENSATION

1 unchanged sentence

The Company also grants Deferred Awards to its non-employee independent directors.

The following table summarizes the Company’s stock-based compensation expense (benefit):

Thirteen Weeks Ended Twenty-six Weeks Ended

2025 August 3,

2024 August 2,

2025 August 3,

The following table summarizes the Company’s stock-based compensation expense:

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

(in thousands)

2 unchanged sentences

( 13 ) ( 261 ) 958 9,272

Total stock-based compensation expense (benefit) (1)

Total stock-based compensation expense (1)

$ 266 $ 21 $ 2,943 $ 11,382

___________________________________________

(1) Stock-based compensation expense (benefit) recorded within Cost of sales (exclusive of depreciation and amortization) amounted to $ 0.2 million and $ 0.1 million in the Second Quarter 2025 and Second Quarter 2024, respectively, and $ 0.4 million and $ 1.1 million in Year-To-Date 2025 and Year-To-Date 2024, respectively.

All other stock-based compensation expense (benefit) is included in Selling, general, and administrative expenses.

(1) Stock-based compensation expense recorded within Cost of sales (exclusive of depreciation and amortization) was immaterial in all periods presented.

All other stock-based compensation expense is included in Selling, general, and administrative expenses.

During Fiscal 2024, there was a change of control of the Company, which triggered a conversion of all then-outstanding Performance Awards into service-based Performance Awards in accordance with their terms.

1 unchanged sentence

The incremental expense recorded for Performance Awards during Year-To-Date 2024 due to the change of control was $ 9.9 million.

LOSS PER COMMON SHARE

EARNINGS (LOSS) PER COMMON SHARE

On February 6, 2025, the Company completed its Rights Offering.

1 unchanged sentence

In connection with this transaction, and in accordance with FASB ASC 260 — Earnings Per Share , the Company’s weighted average common shares outstanding and basic and diluted loss per share were retroactively adjusted for all prior periods presented by a factor of 1.002 .

The following table reconciles net loss and common share amounts utilized to calculate basic and diluted loss per common share:

Thirteen Weeks Ended Twenty-six Weeks Ended

2025 August 3,

2024 August 2,

2025 August 3,

(in thousands)

Net loss $ ( 5,365 ) $ ( 32,114 ) $ ( 39,388 ) $ ( 69,909 )

Basic weighted average common shares outstanding 22,142 12,793 21,885 12,729

Diluted weighted average common shares outstanding 22,142 12,793 21,885 12,729

Anti-dilutive shares excluded from diluted loss per common share calculation 54 34 74 56

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table reconciles net income (loss) and common share amounts utilized to calculate basic and diluted earnings (loss) per common share:

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

(in thousands)

Net income (loss) $ ( 4,320 ) $ 20,080 $ ( 43,708 ) $ ( 49,829 )

Basic weighted average common shares outstanding 22,170 12,801 21,980 12,753

Dilutive effect of stock awards — 21 — —

Diluted weighted average common shares outstanding 22,170 12,822 21,980 12,753

Anti-dilutive shares excluded from diluted earnings (loss) per common share calculation 202 — 116 44

FAIR VALUE MEASUREMENT

3 unchanged sentences

The Company stock included in the deferred compensation plan is not subject to fair value measurement.

The fair value of the Initial Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 18.4 million as of August 2, 2025, was approximately $ 15.1 million.

The fair value of the New Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 90.0 million as of August 2, 2025, was approximately $ 82.8 million.

The fair value of the Initial Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 18.4 million as of November 1, 2025, was approximately $ 15.6 million.

The fair value of the New Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 90.0 million as of November 1, 2025, was approximately $ 83.9 million.

The fair value of debt was estimated using a market approach, which considers the Company’s credit risk and market related conditions, and is therefore within Level 2 of the fair value hierarchy.

6 unchanged sentences

These assets are tested for impairment when events indicate that their carrying value may not be recoverable.

The Company performed periodic quantitative impairment assessments of its long-lived assets and did no t record an impairment charge in the Second Quarter 2025 and Year-To-Date 2025, and in the Second Quarter 2024 and Year-To-Date 2024.

The Company performed periodic quantitative impairment assessments of its long-lived assets and did no t record an impairment charge in the Third Quarter 2025 and Year-To-Date 2025, and in the Third Quarter 2024 and Year-To-Date 2024.

Impairment of Indefinite-Lived Intangible Assets

2 unchanged sentences

The Company performs a periodic impairment assessment of the Gymboree tradename, in accordance with FASB ASC 350 — Intangibles — Goodwill and Other .

Based on this assessment, the Company did not identify any indicators of impairment in the Second Quarter 2025 and Year-To-Date 2025.

During the Second Quarter 2024, the Company recorded an impairment charge of $ 28.0 million, primarily due to reductions in Gymboree sales forecasts, which reduced the carrying value of its fair value to $ 13.0 million as of August 3, 2024.

Based on this assessment, the Company did not identify any indicators of impairment in the Third Quarter 2025 and Year-To-Date 2025.

During the Company’s second fiscal quarter of 2024, the Company recorded an impairment charge of $ 28.0 million, primarily due to reductions in Gymboree sales forecasts, which reduced the carrying value of its fair value to $ 13.0 million.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company utilizes the asset and liability method of accounting for income taxes as set forth in FASB ASC 740 — Income Taxes .

1 unchanged sentence

The Company’s deferred tax assets and liabilities are comprised largely of differences relating to depreciation and amortization, rent expense, inventory, stock-based compensation, net operating loss carryforwards, tax credits, and various accruals and reserves.

The Company’s provision for income taxes was $ 1.5 million during the Second Quarter 2025, compared to $ 1.1 million during the Second Quarter 2024.

The Company’s effective tax rate was a provision of ( 37.1 )% and ( 3.6 )% in the Second Quarter 2025 and Second Quarter 2024, respectively.

The change in the effective tax rate is primarily due to the absence of the impairment charge related to the Gymboree tradename in Fiscal 2024.

The Company’s benefit for income taxes was $( 0.1 ) million during the Third Quarter 2025, compared to $( 0.9 ) million during the Third Quarter 2024.

The Company’s effective tax rate was 3.0 % in the Third Quarter 2025, compared to ( 4.7 )% in the Third Quarter 2024.

The change in the effective tax rate is primarily due to shifts in earnings mix and pretax loss during the Third Quarter 2025 compared to pretax income during the Third Quarter 2024.

The Company continues to adjust its valuation allowance based upon its ongoing operating results.

The Company’s provision for income taxes was $ 2.7 million during Year-To-Date 2025, compared to $ 2.3 million during Year-To-Date 2024.

The Company’s effective tax rate was a provision of ( 7.6 )% and ( 4.8 )% in Year-To-Date 2025 and Year-To-Date 2024, respectively.

The change in the effective tax rate is primarily due to the absence of the impairment charge related to the Gymboree tradename in Fiscal 2024.

The Company’s effective tax rate was ( 6.5 )% in Year-To-Date 2025, compared to ( 4.8 )% in Year-To-Date 2024.

The change in the effective tax rate is primarily due to the absence of the impairment charge related to the Gymboree tradename and a higher Year-To-Date 2024 pretax loss.

The Company continues to adjust its valuation allowance based upon its ongoing operating results.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic.

1 unchanged sentence

Pursuant to the CARES Act, the Company carried back the taxable year 2020 tax loss of $ 150.0 million to prior years.

As of August 2, 2025, the remaining income tax receivable of $ 19.1 million is included within Prepaid expenses and other current assets on the Consolidated Balance Sheets.

As of November 1, 2025, the remaining income tax receivable of $ 19.1 million is included within Prepaid expenses and other current assets on the Consolidated Balance Sheets.

The Company accrues interest and penalties related to unrecognized tax benefits as part of its provision for income taxes.

The total amount of unrecognized tax benefits was $ 6.7 million, $ 6.5 million, and $ 7.8 million as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively, and is included within long-term liabilities.

Additional interest expense recognized in the Second Quarter 2025 and Second Quarter 2024, and during Year-To-Date 2025 and Year-To-Date 2024, related to unrecognized tax benefits was not significant.

The total amount of unrecognized tax benefits was $ 6.8 million, $ 6.5 million, and $ 6.9 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively, and is included within long-term liabilities.

Additional interest expense recognized in the Third Quarter 2025 and Third Quarter 2024, and during Year-To-Date 2025 and Year-To-Date 2024, related to unrecognized tax benefits was not significant.

The Company is subject to tax in the United States and foreign jurisdictions, including Canada and Hong Kong.

14 unchanged sentences

tax purposes.

While these changes are generally favorable to the Company’s cash tax position, the legislation does not have a material impact on its estimated annual effective tax rate and financial statements as of the Second Quarter 2025.

The Company is evaluating the effects of the legislation that will begin to apply in fiscal year 2026.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEGMENT INFORMATION

The Company’s reportable segments are based on the financial information the chief operating decision maker (“CODM”) uses to allocate resources and assess performance of its business.

The Company’s President and Interim Chief Executive Officer is the CODM.

The Company’s President and Chief Executive Officer is the CODM.

The Company’s CODM evaluates the performance of each segment and measures its segment profitability based on operating income (loss), defined as income (loss) before interest and taxes.

15 unchanged sentences

Net sales to external customers are derived from merchandise sales, and the Company has one U.S.

wholesale customer that individually accounted for more than 10% of its net sales, amounting to $ 42.3 million and $ 74.5 million for the Second Quarter 2025 and Year-To-Date 2025, respectively, and $ 44.5 million and $ 61.0 million for the Second Quarter 2024 and Year-To-Date 2024, respectively.

The customer also accounts for a majority of the Company’s accounts receivable, amounting to $ 31.8 million, $ 31.6 million, and $ 38.2 million as of August 2, 2025, February 1, 2025, and August 3, 2024.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

wholesale customer that individually accounted for more than 10% of its net sales during Year-To-Date 2025, with net sales amounting to $ 30.7 million for the Third Quarter 2025 and $ 105.3 million for Year-To-Date 2025, and $ 57.3 million and $ 118.3 million for the Third Quarter 2024 and Year-To-Date 2024, respectively.

The customer also accounts for a majority of the Company’s accounts receivable, amounting to $ 26.0 million, $ 31.6 million, and $ 45.1 million as of November 1, 2025, February 1, 2025, and November 2, 2024.

Store Count by Segment

As of August 2, 2025, The Children’s Place U.S.

As of November 1, 2025, The Children’s Place U.S.

had 442 stores and The Children’s Place International had 57 stores.

As of August 3, 2024, The Children’s Place U.S.

As of November 2, 2024, The Children’s Place U.S.

had 449 stores and The Children’s Place International had 61 stores.

The tables below present certain segment information for our reportable segments for the periods indicated:

Thirteen Weeks Ended August 2, 2025

Thirteen Weeks Ended November 1, 2025

The Children’s Place U.S.

8 unchanged sentences

Segment operating income (loss) as a percentage of net sales 2.9 % ( 16.6 )% 1.1 %

Twenty-six Weeks Ended August 2, 2025

Thirty-nine Weeks Ended November 1, 2025

The Children’s Place U.S.

8 unchanged sentences

Segment operating loss as a percentage of net sales ( 0.6 )% ( 15.4 )% ( 1.9 )%

Thirteen Weeks Ended August 3, 2024

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Thirteen Weeks Ended November 2, 2024

The Children’s Place U.S.

6 unchanged sentences

99,363 9,720 109,083

Other segment expenses (4)

28,000 — 28,000

Segment operating loss $ ( 19,673 ) $ ( 2,103 ) $ ( 21,776 )

Segment operating loss as a percentage of net sales ( 6.7 )% ( 7.7 )% ( 6.8 )%

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Twenty-six Weeks Ended August 3, 2024

Segment operating income $ 28,120 $ 1,138 $ 29,258

Segment operating income as a percentage of net sales 7.9 % 3.3 % 7.5 %

Thirty-nine Weeks Ended November 2, 2024

The Children’s Place U.S.

15 unchanged sentences

(4) Other segment expenses include asset impairment charges.

The table below presents a reconciliation of reportable segment operating income (loss) to Loss before provision for income taxes:

Thirteen Weeks Ended Twenty-six Weeks Ended

2025 August 3,

2024 August 2,

2025 August 3,

The table below presents a reconciliation of reportable segment operating income (loss) to Income (loss) before provision (benefit) for income taxes:

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

(in thousands)

3 unchanged sentences

Interest income 7 14 34 39

Loss before provision for income taxes $ ( 3,912 ) $ ( 31,007 ) $ ( 36,591 ) $ ( 66,716 )

Income (loss) before provision (benefit) for income taxes $ ( 4,452 ) $ 19,180 $ ( 41,043 ) $ ( 47,536 )

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Additional Segment Data

Thirteen Weeks Ended Twenty-six Weeks Ended

2025 August 3,

2024 August 2,

2025 August 3,

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

(in thousands)

9 unchanged sentences

Total capital expenditures $ 9,646 $ 3,446 $ 14,489 $ 15,924

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2025 February 1,

2025 August 3,

2025 November 2,

(in thousands)

12 unchanged sentences

(1) The Company’s long-lived assets are comprised of net Property and equipment, ROU assets, Tradenames, and Other assets, and are recorded in the long-term assets section of the consolidated balance sheets.

SUBSEQUENT EVENTS

On December 16, 2025, the Company completed the refinancing of its ABL Credit Facility with Wells Fargo by entering into an Eighth Amendment to its Credit Agreement.

Also on December 16, 2025, the Company and certain of its subsidiaries entered into the SLR Loan Agreement with SLR for a $ 100.0 million SLR Term Loan.

The SLR Term Loan (i) matures on the earlier of December 16, 2030, or the maturity date under the ABL Credit Facility, (ii) bears interest, payable monthly, (a) until June 16, 2026, at the SOFR per annum plus 5.250 % for any portion that is a SOFR loan, or at the base rate per annum plus 4.250 % for any portion that is a base rate loan;

or (b) from and after June 17, 2026, at the SOFR per annum plus 5.250 % or 6.250 % for any portion that is a SOFR loan, or at the base rate per annum plus 4.250 % or 5.250 % for any portion that is a base rate loan, based on the Company’s consolidated fixed charge coverage ratio for the trailing twelve-month period as of the most recent fiscal quarter just ended.

The SLR Term Loan is secured by a first priority security interest in the Company’s intellectual property, real estate, certain furniture, fixtures and equipment, and pledges of subsidiary capital stock, and a second priority security interest in the collateral securing the ABL Credit Facility.

The SLR Term Loan is guaranteed by each of the Company’s subsidiaries that guarantee the Company’s ABL Credit Facility.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The SLR Term Loan is, in whole or in part, pre-payable any time and from time to time, subject to certain prepayment premiums specified in the SLR Loan Agreement, plus accrued and unpaid interest.

The SLR Term Loan contains customary affirmative and negative covenants substantially similar to a subset of the covenants set forth in the Credit Agreement, including limits on the ability of the Company and its subsidiaries to incur certain liens, to incur certain indebtedness, to make certain investments, acquisitions, dispositions or restricted payments, or to change the nature of its business.

The SLR Term Loan also imposes a more restrictive excess availability requirement that further limits the Company’s maximum borrowing availability under the ABL Credit Facility.

The SLR Term Loan contains certain customary events of default, which include (subject in certain cases to customary grace periods), nonpayment of principal, breach of other covenants of the SLR Term Loan, inaccuracy in representations or warranties, acceleration of certain other indebtedness (including under the Credit Agreement), certain events of bankruptcy, insolvency or reorganization, such as a change of control, and invalidity of any part of the SLR Term Loan.

The Company used the net proceeds from the SLR Term Loan to partially pay down its borrowings under the ABL Credit Facility.

Pursuant to the refinancing transactions described above, the Mithaq Term Loans were amended to extend both of their maturity dates to April 16, 2031.

Separately, the Mithaq Credit Facility was further amended to (i) extend the Company’s deadline for requesting advances until December 16, 2030, and (ii) increase the rate for any monthly payments for borrowings equivalent to interest charged to the SOFR plus 9.000 % per annum.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements